EXHIBIT 10.23
Agreement for Options between Ingen Technologies, Inc. & Xx Xxxxxx
INGEN TECHNOLOGIES, INC.
OPTION AGREEMENT
Option Agreement (this "AGREEMENT") made as of January 18, 2005 (the "GRANT
DATE"), by and between Grace Holdings, Inc. a Maryland Corporation with offices
located at 000 Xxxxx Xxxxxx, Xxxxxxx XX 00000 and Ingen Technologies, Inc., a
Georgia Corporation with offices located at 000 X. Xxxxxx Xxxx Xxxx, Xxxxxxxx,
XX 00000 ("CRTZ").
(the "COMPANY"), and Grace Holdings, Inc. ("GRANTEE"),
1. GRANT OF OPTION. In consideration of Grantee's willingness to enter into a
Business Consulting Agreement with the Company, the Company hereby grants to
Grantee, as of the Grant Date, a qualified stock option to purchase an aggregate
of 5,000,000 shares (the "Option Shares") of common stock of the Company, par
$0.0001 per share (the "Company Stock") shares at the following prices:
1,000,000 shares at $0.10, 1,000,000 shares at $0.15, 1,000,000 shares at $0.20,
1,000,000 shares at $0.25, and 1,000,000 shares at $0.30 the shares shall be
issued pursuant to a registration statement or exemption and be freely tradable.
(the "OPTION") subject to adjustment and the other terms and conditions set
forth herein.
2. EXERCISE OF OPTION.
(a) GENERAL. The Option may be exercised by written notice to the
Company at any time and from time to time after the Grant Date; provided,
however, such Option shall not be exercisable for more than the number of
shares, which are vested at the time of exercise.
(b) VESTING. This Option shall vest with respect to 100% of the Option
Shares as of the Grant Date.
(c) EXPIRATION OF OPTION. This Option shall not be exercisable after
the October 1, 2009 (the "Termination Date").
3. EXERCISE OF OPTION AND CONDITIONS TO EXERCISE. This Option may not be
exercised by Grantee unless the following conditions are met.
(a) NOTICE. This Option shall be exercised by delivering written notice
to the Company's principal office to the attention of its Secretary. Such notice
shall specify the number of shares of Company Stock with respect to which the
Option is being exercised and shall be signed by Grantee. This Option may not be
exercised for a fraction of a share of Company Stock;
(b) SECURITIES REQUIREMENTS. Legal counsel for the Company must be
satisfied at the time of exercise that the issuance of Option Shares upon
exercise will be in compliance with the Securities Act of 1933, as amended (the
"SECURITIES ACT") and applicable United States federal, state, local and foreign
laws; and
(c) PAYMENT OF EXERCISE PRICE. Grantee must pay at the time of exercise
the full purchase price for the shares of Company Stock being acquired hereunder
in the form of a note, cash, by certified check, bank cashier's check, or wire
transfer.
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4. TRANSFERABILITY. This Option may be sold, assigned, transferred, pledged,
hypothecated by Grantee, in which case, such transferee shall succeed to the
rights and obligations of Grantee hereunder and is exercisable during the term
of this option. The applicable requirements of Section 3 above must be satisfied
in full at the time of any exercise.
5. NO RIGHTS AS STOCKHOLDER. Unless and until a certificate or certificates
representing the shares of Company Stock shall have been issued to Grantee (or
any person acting under Section 4 above) pursuant to an exercise hereunder,
Grantee shall not be or have any of the rights or privileges of a stockholder of
the Company with respect to shares of Company Stock acquirable upon exercise of
the Option.
6. NOTICES. Any notice hereunder to the Company shall be addressed to the
Company, Ingen Technologies, Inc., with offices located at 000 X. Xxxxxx Xxxx
Xxxx, Xxxxxxxx, XX 00000 Attention: Xxxxx Sand, Chairman & CEO, and any notice
hereunder to Grantee shall be addressed to Grantee at Grantee's Grace Holdings,
Inc. with offices located at 000 Xxxxx Xxxxxx, Xxxxxxx XX 00000 Attention:
Xxxxxx X. Xxxxxx, President, subject to the right of either party to designate
at any time hereafter in writing some other address. Any notice shall be deemed
to have been duly given when delivered personally, one day following dispatch if
sent by reputable overnight courier, fees prepaid, or three days following
mailing if sent by registered mail, return receipt requested, postage prepaid
and addressed as set forth above.
7. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
of any successors to the Company and all persons lawfully claiming under
Grantee.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
9. COUNTERPARTS. This Agreement may be executed in counterparts, each of who
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Grantee have executed this Agreement as of
the date first above written.
INGEN TECHNOLOGIES, INC.
/S/ XXXXX SAND
---------------------------------
XXXXX SAND, CEO & CHAIRMAN
GRACE HOLDINGS, INC.
/S/ XXXXXX X. XXXXXX
---------------------------------
BY: XXXXXX X. XXXXXX, PRESIDENT
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